MlpFim: EQG Rule Sixty-three
by Mudslinger077fromDA
Summary: (Equestria Girls rule 63) Dusk Shine and his friends have arrived in the Crystal Empire for the Princes' summit. However, Sundown Shimmer manages to steal Dusk's crown, the Element of Magic, and another dangerous artifact. In order to defeat Sundown, Dusk Shine must team up with several humans from another world within four nights. The fate of two realms rests in his hoooves/hands
1. You had only one job

_Just stand still and look straight ahead…easy…._

Flare Warden wiggled her armor into a comfortable state. She stood beside two parallel lines of crystal guards stationed along a red carpet. She was the only 'new blood' among the other guards because had been transferred from her post in Canterlot and she was a pegasus pony.

To her right where the three alicorn princes – Solaris of the Day, Artemis of the Night, and Tempo of Love. They stood ready to greet the recently crowned prince of Equestria.

A few seconds later, the door the throne room opened, with Dusk Shine, his dragon friend, and the other five bearers of the elements of harmony - Rainbow Blitz, Butter scotch, Applebuck, Bubble berry and Elusive - proceeding in. They were welcomed by the crystal guard's trumpets, the soft red carpet and the banners bearing the four princes' cutie marks.

The visitors were taken aback by the welcome, especially Dusk Shine, who had his eyes bouncing off from every little detail from the guard's armor to crystal room's windows.

Eventually this led him to go off course unknowingly and walk into Flare's direction.

_He's going to bump into me…He's going to bump into me…he's going to…._ Flare repeated to herself. Then Dusk Shine bumped into her. The lavender alicorn sheepishly grinned as he back backed away from Flare.

_Called it_ Flare told herself amusingly and then announced "Behold, Prince Dusk Shine!"

Dusk Shine ignored her and proceeded with his pals to speak with Solaris, Artemis, and Tempo.

"That guy lived in a run-of-the-mill-town for the past few years. Bronyville, I believe it was called." The crystal guard whispered to Flare.

"What's that got to do with anything?" Flare whispered back.

"Look at him! He's got that common ponyfolk thing written all over him." Hissed the guard. Flare did look at Dusk.

Dusk was not like the usual alicorn princes; instead of a crown and golden horseshoes, he only had a saddlebag. He seemed to be dwarfed by the other three princes. Even with his alicorn wings, he appeared to fit in the colorful nature of his friends more than the imposing appearance of the princes.

"So what if he looks like an average school pony? He was only crowned a prince a month ago." Flare shrugged.

"I know…but I get the feeling that Prince Solaris should have picked a better candidate to be a prince. Dusk…just doesn't have that character, nor do I see him getting anytime soon."

Flare had to admit that Dusk didn't have that character, though she knew he was a made a prince and an alicorn for a reason.

Then Solaris dismissed Dusk shine and his pals to their rooms. The crystal guards escorted them while Flare returned to quarters.

That night in Dusk's room, Barbra was setting up her basket while Dusk was taking out his crown and placing it on his bedside table.

He stared at it for a while seeing his own reflection in the star-shaped gem inside it.

"Dusk - you okay?"

"No…I am worried." Dusk admitted, turning to Barbra. "I mean…why me? Why choose me to be prince?"

"Why not?" Barbra shrugged. "You totally know how to be prince."

"What makes you say that?" Dusk asked, worried. "Is it because I spent ten days in the Canterlot library reading up on royals and several volumes on how to rule? What if that's not enough?"

Barbra sighed "Dusk…just relax; you'll be fine-"

"Oh no…" Dusk gasped "What if Solaris gives me kingdom during this summit? Or what if he gives me a test?! What if that test puts somepony in danger? What if I have to face it alone?! What if-"

"-what if you don't get any sleep and miss the summit for tomorrow?" Barbra groaned.

"Good point…hmm, I'll sleep the sufficient amount of rest needed to wake up early and go to the Crystal Empire library. There I will review everything on being a prince before the summit. Nothing will go wrong!" Dusk declared proudly.

"Where have I heard that before?" Barbra mumbled.

_"Dusk…what the heck are you doing in a bush?" Barbra asked._

_"I'm observing Bubble Berry's berry sense."_

_"Dusk I thought you got over this!"_

_"I know Barbra but I think I'm close to discovering how it works! Oh, look he's twitching his tail!"_

_Dusk leaned further out of his bush and extended his telescope out._

_"Twitchy tail? Oh snap! Gotta go!" Barbra shouted._

_"C'mon Barbra – as soon as I find the source nothing can go-"_

_BANG!_

_"Ow…what the…A bowling ball?! "_

_"Oh hey Dusk!" Berry called out, bouncing in towards Dusk._

_"Grrr…Hello, Berry."_

_"I see that my bowling ball has successfully fallen from low orbit." Berry declared_

_"How is that successful?"_

_"Because this is where I launched into low orbit!"_

_"But Gleaming Shield! He's evil!" Dusk tried to explain only to have his mouth magically zipped by his sister._

_"Do you want to know why I've been so stressed out?! It's because I'm trying to keep this shield spell around Canterlot up and running all day and most of the night! Tempo has been taking care of me, not taking advantage of me!"_

_"But…my friends…"_

_"Tempo was harsh on your friends because he needed things to be perfect for our wedding! I can't help him oversee those plans. And he made your friends all his Groomscolts because his original ones were interested having an unruly bachelor party with him. So he had a right to replace them."_

_"Psst….Elusive…what's a bachelor's party?"_

_"You don't want to know Barbra…"_

_"But…but…"_

_"No buts, Dusk Shine! You can forget about being the best colt – in fact….it's better for you not come to wedding at all." Gleaming Shield concluding and stomped past a tearful Dusk._

_"…I…I…didn't think things would go wrong…"_

_"Hey Brarbra! Prince Solaris delivered me the journal of Star-Swirl the braided!" Dusk happily announced._

_"Neat! Does it contain spells?"_

_"Well, he wanted me to solve a specific one and cast it…I didn't see anything happen, but I'm sure nothing went wr-."_

_Elusive barged into Dusk library, wet a wet mane and panic in his eyes._

_"DUSK!" he shouted._

_"Elusive? Why are you okay?"_

_"NO I'M NOT OKAY! I CAN'T GET THE WEATHER RIGHT! AND AN ANGRY MOB OF WEATHERPONIES AND NEWS REPORTERS IS AFTER ME!" Elusive panicked_

_"Excuse me…you're dealing with the weather, Elusive?" Dusk wondered_

_"Also what happened to you cutie mark? I thought that was Blitz's." Barbra added_

_"Impossible, Barbra! Blitz is taking care of the animals in his cottage. I was going to help him later…"_

_"Dusk, what did you screw up this time?" Barbra demanded like an angry sister._

"Listen Dusk…you should not get worked up about a royal summit just because it's your first." Barbra stated, pulling the bed-covers up for Dusk Shine. "You'll be fine tomorrow."

"I'll…I'll try...thanks Barbra…" Dusk replied closing his eyes. He sounded doubtful in Barbra's words, though.

Barbra headed off to her own bed, feeling at home when the basket creaked as she cuddled up in her blanket.

Just then she heard a sharp rustle coming from Dusk's bed. Barbra woke up and found Dusk's wings poking out from the sheets.

"Darn-it." Dusk hissed and trying to get his wings back into their folding position. As he did so, one of his wings launched outwards and struck the nearby lamp. It fragmented into several pieces when it hit the floor.

Then somepony was knocking behind Dusk's door.

"Come in…" Dusk moaned.

In came the same female guard he had bumped into earlier today. "How may I be of assistance, Prince Dusk?"

"Uh…um…were you standing by my door the entire time?" Dusk asked, feeling awkward about having a female pony and a guard pony oversee his safety while asleep.

"No, Prince Shine. It's my duty to patrol the castle during night hours." Responded the guard, in professional tone.

"Oh…okay…um please call me Dusk Shine…"

"As you wish…Shine…" the guard stated and trotted over to the pieces of the broken lamp.

"No, please. I'll clean it up…" Dusk said, casting a reassembling spell on the pieces of the lamp, making as good as new once more.

"Getting used to your new wings, sir?" The guard inquired.

"Yeah…You could say that…" Dusk replied, seeing his open wings. He wondered how Butterscotch was able to keep them close for so long. "Can you get me some tape? You know, to blind these to my sides?"

"It takes time to get used to having wings, sir. I'd recommend you'd sleep on your chest, instead." The guard replied.

"Okay…thanks…uh…"

"Lieutenant Warden. And good night….Dusk Shine…" Answered the guard. She saluted and then trotted towards the door, resuming her patrol.

Flare Warden couldn't help but wonder if Dusk really was meant to be Prince material as she carried on her patrol thought the castle. That being said, maybe he had a long way to go and was just anxious

As Flare rounded a corner, she found a crystal guard on the floor in front an open room. Flare cautiously crept to guard as she checked her soundings. She found the he was still breathing, though there was no sign of what put him to him into an unconscious state.

_I didn't even hear him hit the floor!_ Flare realized.

Then she could hear the soft clop of hoof steps echoing through the castle hallways.

Creeping forward Flare kept her eyes peeled for the intruder.

_Okay…he's definitely a pony because I can hear his hoofsteps. There's no way he could have put that guard to sleep if he was earth pony or a pegasus…_

So she was up against a unicorn. Flare had been trained to deal all sorts of foes from high level unicorns to Ursa minors.

"Simple – grab the unicorn, throw him in in dungeon, and tell Solaris in the morning…" Flare murmured to herself as she glided silently through the hallways.

Then she came across more crystal pony guards on the floor in front of a door to a storage room. Flare checked the guards and found that they were unconscious, too. She then proceeded into the room, finding several magical relics in glass boxes, each labeled by numbers. However, one glass box held nothing in it.

"Drat, now he's stolen something… " Flare grumbled, gliding back into the hallways to look for the unicorn. Now this unicorn was thief and armed with a magical relic.

The cloaked unicorn had reached Dusk Shine's room, opening the door enough so he could get inside without the moonlight beaming down on Dusk's face.

The unicorn carefully strode to Dusk's bedside and levitated Dusk's crown into his own saddlebag. Then he levitated out a plastic replica of the crown and placed it on the bed side.

Seeing as he could now make his escape, the unicorn headed to the door. However, he didn't watch out for Barbra's tail. He tipped on it and landed snout first on the floor, scowling in frustration as Dusk Shine woke up.

As Dusk's eyes adjusted to his darkened surroundings, his eyes landed on the cloaked unicorn and a tiny shimmer coming from within the unicorn's backpack.

"My crown!" Dusk yelped. The thief glanced at Dusk with altered emerald eyes and galloped out of the room.

Dusk followed in pursuit chasing the cloaked figure rough the hallway and shouting "Stop! Thief! He's got my crown!"

His friends woke up and peered from their doors as Dusk Shine and the unicorn galloped past them.

Just as Dusk was nearing the unicorn, Flare Warden was flying in the opposite direction towards the thief that Dusk was pursing.

Then at the last second the thief teleported away, resulting in Flare and Dusk colliding with each other.

"Owww." Dusk grumbled, rubbing his horn.

"S-Sorry, sir!" Flare dizzily responded, taking off her helmet and seeing a horn-shaped dent running along its side.

The unicorn reappeared in front of them in an emerald flash. He was orange and his emerald eyes seemed to glow in the dark. His mane and tail were swirls that reminded Dusk of solar flares and loops spotted on the sun.

"Sundown?!" Flare gasped.

'Sundown' smirked in evil back before trotting forward. Dusk wasted no time and teleported in front of Sundown. The Sundown rammed into the alicorn with full force and the two wrestled and rolled into another room, which holding nothing else other than a mirror.

The crown tumbled out of Sundown's bag as the two stallions tumbled into the room. Sunset was the first to recover, but the crown was right next to Dusk. The rest of Dusk's friends and Flare Warden rushed to the scene.

Sundown raced over to Dusk, jabbing a hoof in his gut to keep him from getting up. This caused Dusk to neigh in pain with the air rushing out of his lungs. However, this also caused Dusk's wings to fly open and whack the crown away from both of them.

The crown ricocheted off a wall and then the floor, before it passed through the watery surface of the mirror.

"My crown! What did you do? Who are you?!" Dusk gasped.

Sundown grinned evilly and teleported next to the mirror.

"I bid you a good night...Prince." Sundown replied, before he jumped through the mirror.

The rest of Dusk's friends seemed dumbstruck, including Flare Warden.

"Well, let's get him!" Rainbow Blitz shouted, zipping towards the mirror, only to have his tail dragged by Flare Warden.

"No –Just – everypony…we need to stop and think!" Flare advised. "It's best that we consult Prince Solaris on this matter."

"Solaris is asleep - its best we get that thief and bring him back for questioning!" Applebuck bought up, stomping his hoof. "If we wait, he's going to get away."

"He's already gotten away, A.B. and…well…Darn it! How could I be stupid as to leave my crown out like that?" Dusk grumbled.

"Let's not head into the portal-mirror-thing until we consult with Solaris in morning about the scoundrel." Elusive declared.

"No - this is an emergency. We consult Solaris NOW!" Blitz announced, before he dashed through the hallways with everypony else in tow.

Solaris's room was the easiest to guess where it was located; His loud snoring was almost making the room tremble and the floor creak. The seven ponies and Barbra gathered at the door

"Well, who is going in there?" Dusk asked.

His friends glanced at each other.

"I nominate Blitz to wake up Solaris – it was his idea to wake up the Price right now." Elusive pointed out.

"That's a lame reason – I say we pick Butterscotch!" Blitz retorted.

"Me?" Butterscotch squeaked. "B-but I'm only gentle with animals…."

"Guys, why don't we all go in?" Dusk suggested

"Oh, awesome. It will be like a surprise party!" Berry cheered.

"Berry! The last thing we need is for Solaris to wake up to a surprise! We need to be subtle." Dusk shot back.

The as the stallions kept debating, Barbra said to Flare Warden "How these guys get anything done is beyond me."

"Yeah…but it's just waking up Solaris. Why bicker over a small issue?" Flare asked.

"I dunno...Dusk always told me never to wake up Solaris while I was growing up with him in Canterlot." Barbra shrugged

"That's horsefeathers. I'll get this over with." Flare Warden scoffed and proceed into the massive bedroom. Dusk whispered her to come back, but Flare ignored him.

She could see the outline of Solaris's massive alicorn body sleeping on a king-sized bed. Flare crept closer and shook the Prince by the shoulder.

"Flare don't!" Dusked warned. However Flare continued shaking Prince Solaris, seeing no reason to fear him.

But Solaris still snored on.

"That's it…" Flare grumbled and forcefully nudged the Prince with her forehoof.

*Wham!*

The Prince mumbled before going back to sleep. Flare violently nudged the price again. Dusk's face turned Pale as he saw the Price jolt up and yelled in the royal Canterlot voice…

"ASSASSINS! ATTACKING!"

The room shook aggressively and anything not weighing a ton went flying. A fiery blast erupted from Solaris's horn, causing an explosion so massive, that it could even be seen blasting a chunk of the Crystal Tower out...

* * *

><p><strong>They all live in case you were curious. I will be updating this fiction weekly, but it has already been completed and posted on : story149573/eqgee-rule-sixtythree**

**Coverart credit goes to jaquelindreamz on DeviantArt. I also credit her for inspiring this fiction. Please tell me what you think of it too ^^**


	2. Up to steed on sundown shimmer

Flare had felt the raising temperature around her as she braced for Solaris's 'defense'. She heard the crackle of fire and the smell of cloth on fire. She was in the midst of a firestorm.

Yet she was unburned.

Opening her eyes slowly, she realized that a pair of two lavender wings covering her and she was in a magenta force field.

"S-sorry…" Dusk stated, pulling his wings back and dropping the magical force field. "…I…I couldn't leave you to…you know, burn in an inferno."

"I can fend for myself sir." Replied Flare, then adding "Thank you anyway."

"No thanks from us!" Blitz caught, his body blacked and singed from snout to tail, along with Elusive and Berry.

"Gaaaah! My coat! My Mane!" Elusive shirked, trying to put out the smoking ends of his tail, with his bag legs

"What about it? You always wanted to look hot." Bubble Berry giggled.

"Very funny" grumbled Elusive

"Thank y – chou!" Berry sneezed sending the soot off of him and onto Elusive.

"Whatever is going on?" Solaris demanded, hoofing off his burned bed.

"Well to start, you gave us quite scare, sir." Elusive noted.

Solaris surveyed the damage he had caused around the room, including a hole in the wall.

"I see…" Solaris replied, then using his magic to promptly restore several items back into their former state, unburned and organized. He even fixed up Elusive's mane.

"Many thanks," Elusive chimed.

"Now, why would seven little ponies and dragon wake me up at night? Nightterror Nebula is upon all of you, I suppose?" joked Solaris.

"He would unless he got some sleep!" shouted Artemis from the room above.

Dusk Shine walked up to Solaris "Sir…I have unfortunate news."

"You wet the bed?"

"What?! No-no-no it's just that….my crown…is…stolen."

"Stolen?! By who?!" thundered Solaris, who magically materialized a mace and shield him to levitate. The ponies and Barbra cowered back from Solaris in fear and awe. Yet Solaris had the right display such authority and power; stealing an element of harmony was apparently a huge matter for two reasons; one of them being that without all six elements, Equestria was vulnerable to all sorts of danger. The second was that a single element alone held so much power and was consider, in the hands of non-bearer, a very lethal weapon.

"Sundown Shimmer, your highness. He has retreated through the mirror. He has also stolen another magical artifact." Flare answered.

"Anything else?" Solaris questioned Flare Warden, vaporizing his shield and sword.

"No sir – though regarding the artifact that Sundown stole….I think it's the-"

"We will discuss this in private." Solaris responded, and then he turned to Dusk and his friends. "Leave us."

Doing as they were told, Dusk and his friends trotted down to the mirror room. Blitz was impatient but he kept it to himself as he flew in circles. Applebuck was curious about the portal, tapping its watery surface from time to time. Elusive and Butterscotch spoke about other matters to get their minds off the problem, like crystal pony fashion trends. Berry was in a corner, just smiling blankly and giving wink every three seconds or so.

Moment later Solaris arrived, with Tempo and Artemis by his sides.

Barbra presented the fake crown Sundown had replaced with Dusk's. It was hallow, plastic, and had an obviously-painted star in the center.

"So who was that pony that took Dusk's crown?" Barbra asked as Solaris examined the crown.

"Sundown Shimmer was my personal student before I took on Dusk." Solaris began "Sundown held an amazing potential unlike any unicorn in his era, except for Dusk. However he was always looking out for his own interests. He never deserved the power he wanted, and became cold and unfriendly. He turned away from my guidance to peruse his own path. In the process of doing so, he has stolen your crown and the Carnelian Key though the magic mirror, in an attempt to rob our best advantages over him."

"The Carnelian Key?" Dusk wondered

"A key…" Artemis began, projecting a hologram of some gem with tiny glyphs on it, attached to a wire. "That allows a non-magical user to access high level unicorn magic. Most of its properties were still unknown, but when it is coupled with the power of your element we predict the results would be disastrous."

"Why steal the key if he's already a unicorn? " Dusk asked.

Artemis walked over to mirror "This is no ordinary mirror. It opens to another world every thirty moons. But for that being that holds Carnelian key, he or she can access the portal when it is either closed or opened."

"So…what is beyond that mirror?" Dusk asked.

"That's classified. And we do not recommend pursuit that would endanger you to that world. We have planned to send an expert to retrieve your crown." Artemis clarified as levitated Bubble Berry's hoof away from the mirror.

"That's no fair. It's his crown so it's his duty!" Blitz retorted

"You must see, Blitz, that Dusk Shine's safety is the last thing we wish to endanger. The land does not want to see a Prince lost as soon as he was made." Artemis argued.

"It would take a full day to explain to you six about the world beyond the portal. And time is of the essence – on the fourth night of that world, the portal will close and you would be lost to us for thirty moons." Solaris added

"I…have to politely disagree with you, uncles." Prince Tempo bought up. "Sending our expert in could cause trouble; Sundown will be looking out specifically for *that* pony. Dusk should have a chance to prove himself."

Solaris thought about Tempo's words, and then said "He already has proven himself countless times; the defeat of Nightterror Nebula, he imprisoned Eris the spirit of Chaos – I would not recommend for Dusk to pursue, but I believe that due to Dusk sharing rank with us, it should be his choice alone on whatever he goes or not."

"He must – when Equestria is a risk, Dusk never backed down from anything." Applebuck shot back.

"And if he thinks he can't do it alone, then we're going with him!" Grinned Berry

"All six of us." Added Elusive

"Yeah! Just like always." Blitz grinned

"Oh-rah…" Butterscotch chimed softly

Solaris sighed "I'm afraid sending all of you into that world would be chaotic. If we lost one of you, then the quest to retrieve Dusk crown will be wasted."

"Then I'm going alone." Dusk declared.

"Are you sure?" Squeaked Butterscotch

"Very...if that's okay with you, Prince Solaris." Dusk added, though he glanced nervous at Solaris, who gazed back at him with calmed expression.

"Dusk; as Prince, you do not answer to us as royals above you. As a royal yourself, you will act independently on behalf of what you see as the best for Equestria." Solaris said.

"We don't recommend it but if you wish to pursue Sundown into the alien world, then you may do so." Artemis added "It's important that you are safe and secure as well."

"Them why do I have a difficult time believing you, as you sent us on various missions that we considered dangerous?" Elusive playfully scoffed.

"We didn't' send you on dangerous missions – you volunteered." Solaris clarified.

"I didn't sign up this!" Screamed Barbra, whose claws dug into Dusk's neck as he his pals and Gleaming Shield were chased by the mist form of Queen Teneberia across the freezing north.

"We whose dumb idea was it to go out and help the crystal ponies?" Dusk wondered aloud.

"Yours!" everypony shouted, except for Butterscotch

"Well….we all agreed on doing it." Butterscotch mumbled.

"And whose idea was it to not tell Solaris!?" Applebuck asked.

"Or to not bring our elements?!" Berry wondered, looking at Dusk

"Don't blame me – You agreed that we should leave on the first train, which we only had five minutes to get ready for!" Dusk argued. "And my sister is here with us."

"That doesn't mean we aren't gonna be eaten by the shadow queen. Now cut the chatter!" Gleaming Shield ordered

"At least I packed a spare change of winter wear for all us." Grumbled Elusive, proudly levitating a suitcase by his side.

"What do we need clothes for?!" Blitz screamed.

"I said move!" Gleaming repeated

Then Prince Tempo levitated a saddle bag filled with a few rations and a sleeping bag onto Dusk's back

"You can do it Prince Dusk Shine – the fate of Equestria and world beyond the mirror rest on your shoulders." Prince Tempo cheered to his brother-in-law

Dusk took a deep breath as his friends cheered for him, too. He hoofed up to the portal seeing his own reflection. Then with a final look of determination, he galloped through it.

"Why is this all looking like star wars?" Berry asked as the others glanced at him in confusion.

"I'll return to my quarters. In the meantime, I will have guards set around the portal until Dusk returns." Solaris declared, walking out of the room with his fellow princes.

The five of the mane six trotted out of the mirror room.

"I'm telling you this looks like Star Wars! Sundown was seduced by evil and turned against his mentor. And Dusk is our hero with a great potential and he is Equestria's last and only hope." Berry repeated.

"What was the first hope?" sarcastically wondered Applebuck

"That I would do my job."

The five ponies behind them spun around and saw Flare Warden, out of armor. She seemed rather serious and not in the mood for fun.

"Not in uniform I see. Break time?" Blitz quizzed playfully.

"No." She replied. "I'm reporting to my next post..."

"Whatcha gonna be doing there?" Berry sang.

"Something." answered Flare before she trotted away from them.

"That guard sure looks different that the others." Applebuck noted, as soon as Flare was out of earshot.

"Who knows? Maybe she's in a Special Horses unit." Elusive replied.

"Un…guys…where's Barbra?" Butterscotch asked.

Going through the mirror had been and intense and confusing ride with colors splashing around Dusk.

Upon impacting hard ground, Dusk fell into unconsciousness. Moments later he woke up, to feeling something lick his cheek. Opening his eyes he could see it was purple and green dog with familiar reptilian eyes….

"Hey…Dusk…" The dog greeted.

"Barbra? What are you doing- are you dog?!" Dusk exclaimed.

"Well…yeah…but…what are you, You're all…uh…pinkish-white?"

Dusk raised his arms – now seeing bare white-pink arms where lander hooves should have been. He glanced at his body, which was neatly clothed in a button up shirt, trousers, and black shoes. He appeared to have longer legs that included feet.

"Whoa…Whoa…" Dusk shuddered glancing at his 'fingers' and his 'hands'. He was familiar with this body type as similar to that of a Minotaur and monkeys, though he was bewildered at why he was in that form right now.

Dusk started to pant uncontrollably and was about to scream until Barbra cupped her paws over his tiny mouth.

"Hey, chill out your majesty. You're alive at least." The dog urged, taking her paws off of Dusk.

Dusk then took a breath and said "Okay Barbra…but….where in the wide world of Equestria are we?"

"I…don't think we are in Equestria anymore Dusk…" Barbra said looking around.

They appeared to be on the front laws facing a giant two-story, brick building in front of them. Behind them were a horse statue and a paved gravel road with endless houses beyond it.

Dusk spun around and felt the base of horse statue's surface. It was just as tall as him and he could see his own reflection. Placing his new forelimb though it, he could see it transform back into hoof.

"Hmm…at least we know this is the portal." Dusk sated, pulling his hand away.

"And that building looks like some sort of…a public hall or palace I'm guessing." Barbra observed.

"Why do you say that?" Dusk wondered

"No battlements, no guards, no walls…And it's in the middle of a town. Its definitely not a castle." Barbra said glancing around.

Dusk eyed more of the building, seeing a horse painted above the entrance, several horse busts around the school and a horse statue behind him.

"Are we like, what, gods to this world?" Dusk wondered.

"Maybe...that would nice…"

"Nice?! That would be…just…creepy…Like what if they bowed before us and made statues and art of everypony in Equestria? We'd think they were delusional!" Dusk exclaimed

"That's not much different from being a poster-pony, a bearer of an element, or a prince. Speaking of that, let's get that crown …" Barbra said hopping on top of Dusk.

Dusk tried to gallop away from the statue, but when one of his arms bumped against his knees, his jaw a neck fell on to the hard cement surface.

"Off - Owww…."Groaned Dusk, still on the floor. When he looked up he could see two girls – judging by their long hair and makeup- hovering above him, wondering what he was doing.

"Oh look Sarah – It's a guy that forgot to tie shoes." Said one of them.

"I bet he's a Sophomore, Pam." Said the other.

When Dusk gave one of his sheepish grins, the two girls spun around and didn't even bother to help.

"Maybe you try walking like one of them." Barbra suggested, getting off of Dusk.

Dusk raised himself to his full height. However, he found it very troubling to walk on two legs with a new torso. Struggling to keep his balance, he managed to wobble to the railing to the entrance.

"Geez….think of what would happen if my friends came here. It would be too much to control." Dusk exclaimed climbing up the railing. "It's fact…it already is…."

"Well at least you don't have wings anymore." Barbra replied.

"Hey – I liked my wings…mostly." Dusk replied. They were only good for show and Dusk had enjoyed studying them.

"Can't wait until I grow up and get mine." Barbra replied walking over to the door. "When I get back to being a dragon that is."

When Dusk to the door he took a deep breath and then strode right into it.

"Did…the portal also rewired your brain?" Barbra asked.

Dusk grumbled and tried to focus on the door. When nothing happened he gasped "Why isn't my magic working?"

"First off, you don't even have a horn." Barbra stated. Dusk's hands when up to head, finding nothing there.

"And second, you need to pull the handle to open the door." Barbra pointed out.

"Oh…" Dusk said. He griped the handle with his mouth and opened the door tad bit, allowing Barbra to go in. She then held the door for Dusk allowing him to move inside.

Dusk thanked Barbra before taking in the alien interior of the building. There were lockers lined up against walls, long hallways, and a trophy case in the corner that reminded Dusk of….

"A high school. That's where the portal leads us to?" He said. Though he never attended one himself, he remembered going to one for his sister graduation.

"Looks like it's back to school for us." Barbra smirked.

***RIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIING****

Just then a flash flood of people donning various clothing were walking out of their classrooms and through the halls. Barbra leaped into Dusk's arms as he tried to swim though the sea of these people, whose skin colors ranged from different types of pinks and browns. Then he got shoved away by a muscular student donning a jersey.

As a result of the powerful push, Dusk fell beneath the heads of the roaring river of people and tried to crawl his way out. Barbara tailed behind him, feeling a foot pin her tail briefly.

When Dusk was finally out he kept crawling until he bumped into a pair boots, causing a person to trip over him.

"Ow!" Shouted the person who tripped.

Dusk bit his lip as he turned around, not wanting to face the person but knowing he would anyway. The person had her skin in a creamy yellow with her blue hair ending in spikes. Her hair seemed to be in two shades of blue. As she stood up, Dusk could see that she was wearing jeans and a jacket. She spun around showing the astonished look on her face.

"Geez, What is your probl-"

On the floor, Dusk stuttered at the gaze from the girl's blue eyes. Then the girl's expression changed from confusion to surprise.

"Uh….you need a hand?" The girl asked, lending out a hand. Dusk took it and stood up to the same height as the girl.

"T-thanks…I'm…sorry" Dusk stammered, shyly.

Just then the girl eyed Dusk curiously "I see you got your chin cut up badly. It's not bleeding though."

"Yeah…I fell…earlier today…on the cement...outside..." Dusk replied, still sheepish.

The girl reached into her jacket and pulled up a tub of cream. She began to apply it under Dusk's chin, despite Dusk's pink face turning into a rosy red color.

"Good thing I always carry a tube of ointment with me." The girl replied handing the rest of the tub to Dusk "You may need it; from what I saw outside that must have been a painful fall.."

"It sure was – wait, I didn't see you outside" Dusk said. Other than the two girls, he didn't think anyone else else saw him fall.

"Nope - But I saw you. See yah around." The girl responded and walked into the crowd. Dusk frowned as she did, knowing he didn't get to thank her.

Moments, Barbra raced towards Dusk.

"Yup…definitely back to school." She stated.

"Let's start looking for Sundown." Dusk stated, walking carefully and slowly through the halls.


	3. Meeting Ben

A few minutes later, Dusk had walked into a bathroom to take in his new appearance. However, a girl came out of one of the stalls and screamed.

Frightened, Dusk ran out of the bathroom, only to trip on his way out.

A buff student, possibly a footballer, laughed at Dusk as he passed by.

Dusk helped himself up, completely embarrassed.

"Don't let it go to your head, Dusk. We at least cleared one third of the school." Barbra assured.

"And what if he's not here?" Dusk asked.

"Then we keep looking." Barbra replied

"But where? This world could span for miles and all we know about it is that the people use strange devices for talking and wear too much clothing!"

"Maybe it's formal?" Barbra wondered. Ponies on the other hoof/hand never made use of much clothing, formal or informal.

Just then Dusk saw a whimpering boy rush down the hallway. He had fair-colored skin with pink hair. The boy wore a green sweater with white trousers. The boy ran across the hallway until he reached a water fountain. As the boy did so, none the students around him even cared to ask what was wrong.

Despite not knowing enough about his species, Dusk felt sorry for the boy. He walked towards him and then tapped his shoulder.

"What's wrong?" Dusk asked

"SCREW WHAT!" The boy yelled, stomping his foot on the ground. Some of surrounding students backed further away from the scene, feeling annoyed.

Dusk backed away as the boy panted to himself, his back still to Dusk.

"S-sorry.." Stammered the boy, who turned around and looked back at Dusk. He was roughly two inches shorter than Dusk. Badged onto his green sweater was pin of a lavender butterfly. The boy also had cyan colored eyes that matched his tears…in fact they also matched the eyes of….

*Butterscotch?* Dusk wondered. "Easy buddy…just tell me what's wrong."

"Okay…" said the Butterscotch-like creature "It all started when Sundown Shimmer promised to help pass out Canterlot Animal Shelter forms out to the school, since I don't seem to attract when I do it by myself."

"Sundown Shimmer?" gasped Dusk "Um…actually just carry on."

"...So Sundown promises to help me also long as did this simple job for him. He takes me to the front of the courtyard and tells me to wait here with my back towards the statue, saying I was posing for the school newspaper. Well, I did as he said and waited form him to tell me wait to do next but I didn't hear anything else so I just waited. Then I heard something land behind me. It was the Crown to Fall Formal. I forgot all about Sundown's instructions and decided to turn it in to Principal Solaris. And then…"

"Principal Solaris?" wondered Dusk "He's the…one in charge here right?" Dusk was going to say *most superior authority on the campus* at first.

"Yup. I thought I did the right thing by returning the crown. But Sundown got mad at me and stole all my forms and burned them – I ran out of printing ink last night just to make those. I tried to tell people but they just ignore me, even though Sundown has done mean things to them, too…"

"Do you know where I can find Sundown?" Dusk wondered.

"You just did."

Dusk found himself in the shadow of student behind him. Turning around he could see a tall, fair skinned human with blazing red and gold hair wearing a leader jacket and dark jeans. At his sides were two girls, one looking tough and the other looking sly.

"Looks like an F.N.G. appeared at this school." the tough one said.

"Looks like he's nothing but a bookworm, Sydney." The sly one replied.

"Spice, I told you to call me *Sugar*" the Tough one argued back.

"Ladies, Ladies…settled down." The fiery-haired student said, then turning his face to Dusk. Dusk could no doubt see the look in Sundown's eyes that told Dusk that Sundown recognized him "If you're wise enough, Dusk Shine, you should…*prance* back to where you came from."

"And if I don't?!" Dusk demanded. Suddenly the crowd's attention diverted towards Dusk, Sundown, his henchwomen, and the Butterscotch-like creature.

"What are you looking at?" Sundown stormed. The rest of students cowered away, some even hiding within nearby lockers.

"You are new here Dusk – and here is where I am the ruler. Watch and learn, Teacher's pet." Solaris said. He stomped over to a locker and snapped his fingers. The two henchwomen, nicknamed Sugar and Spice, went over to the locker and managed to force it open. A short kid tumbled out landing to the tightly-gripping hands of Sugar and Spice.

Sundown then reached into the boy's pocket and pulled out his wallet. He then took out the boy's money, leaving the wallet on the ground, empty.

After giving the order to his henchwomen to release the short kid, Sundown came over to Dusk and said, "You see – These students are properly disciplined subjects; they fear me, they respect my authority. I walk where I want, I get what I want and I have no limits…"

"Either way I'm not letting you get to Butterscotch-" Dusk stated but was cut off.

"Whose Butterscotch? I'm Ben Scott." The human Butterscotch wondered.

*RIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIING*

The bell rung and Students dashed to their classes. Butterscotch used this time to disappear within the traffic flow of teenagers.

"Thank you!" he cried out to Dusk

Dusk was about to join him only to be pinned to the wall by Sundown's arms.

"Listen here, Prince. This isn't your world and these aren't the friends you know back home – they are different. And they will abandon you as your Butterscotch-human-counterpart did. So trot back home. "

"Is that a threat?" Barbra growled from behind Dusk's legs.

"Did that dog just talk?!" Sugar gasped.

"Don't be an idiot, Sugar." Sundown said, turning back to Barbra with an evil grin "Dogs don't talk in this world."

"Well she has purple hair…" Spice bought up

"So does your cat, Spice. Anyway we better dispose of her quickly….animals aren't allowed on campus." Sundown began reaching out to grasp Barbra.

"Animals are people too you know!" said voice.

Dusk and Sundown found Butterscotch/Ben and a tall human. Even though he had never seen human quite like the one before him, Dusk found the beard of tall human similar to the one that belonged notably to-

"Ahem….Principal Solaris, we have new student that is to be registered in our school – Dusk Shine!" Ben introduced

"Hmm…I see…" Solaris bellowed then happily chimed. "Welcome Dusk Shine – if you'll follow me we can complete the registration for your classes…"

"Oh…that…uh…actually, I haven't even started. I was just checking out…the school…and the students…" Dusk stammered. It was quite funny to what see the mighty Prince Solaris looked like when reduced to the role of School principal with reading glasses and a tie.

"Well there are two things you need to know; One, no pets on campus." Solaris said pointing to Barbra. "And Two, one does not merely just walk in here. All non-student visitors will have to check in at my office first."

"Yes sir." Dusk said, standing straight and giving out a serious expression, like he would do with the other Solaris.

"And there no need to call me sir – I'm not in the military, son."

"Sorry, sir….I...mean…yeah…" Dusk replied.

"I'll take care of your dog." Ben said "You just go with Principal Solaris and he'll help you out."

Barbra leaped into Ben's arms and winked back at Dusk assuring him that everything would be okay. Ben then raced down the halls and out of sight.

"Alright – come with me, Dusk." Solaris ordered, with Dusk following behind him, nervous and scared about what the next few hours in this world would hold for him.

Sundown saw to it that Dusk and Solaris were out of sight, and then he turned to Sugar and Spice who were both giggling.

"What so funny?" He demanded.

"Trot back home…hey do you know this bookworm as a horse rancher?" Spice laughed.

"Whatever – it's not your business. What is your business is you need to get me that dog of his. I don't think he clearly understands my rule here. Let's show him the lengths we will go to earn respect and obedience."

The two henchwomen saluted and began their hunt


	4. The Competition

**Thanks for all the faves and reviews : )**

**As I said before this fiction is also available on , but it has been fully completed over there. I'm just copying and pasting my chapters from there to here every monday. If you want to experience the suspense and drama for the next couple of mondays, I highly recommend not going onto where my story is posted on FImfiction - there will be spoilers everywhere, even in the chapter names. **

**Aside from that here's another fanfiction **

**Mudslinger out**

Ben cradled the purple and green dog in his hand as he strolled through the hallways towards the main entrance.

"Hey Ben!"

Startled, Ben spun around upon hearing a girl's voice. He feared that it would have been Sugar or Spice, but instead it was a jock with blue hair and fair skin.

"Oh…hello Faye. I haven't seen you in a long time…" Ben greeted.

"Yeah I...transferred out of this school to a technical school. I didn't feel like telling anyone 'cause I didn't really have any friends." Faye explained.

"But I thought Sundown was your friend." Ben bought up, continuing towards the entrance with Faye by his side.

"Riiiiight. He *was* my friend." Faye clarified, her tone darkening

"Um…okay…also why are you back?" Ben wondered

"I'm just going to be performing for the Fall Formal this week. I also thought I might take look around." Faye explained

"Oh…that…sounds…cool… It's nice to see you again…"

"Yup – but I'll have to leave after Fall Formal. I'll be out of the country."

"Where are you going to?"

"Eques- I mean…Equatorial Guinea." Faye replied, holding the door open for Ben.

"Thank you Faye. It was nice to talk to you." Chimed Ben as he walked out the door.

"Yup," replied Faye "Also I'll come after school to collect Dusk's dog."

The dog in Ben's arms raised an eyebrow in suspicion, with Ben displaying confused look "Um…okay…does he know?"

"Don't worry, he will!" Faye replied. "See you at three!"

Faye then shut the door and turned around, finding two trash cans in the corner. Faye recalled that there weren't any trash cans in the main hall before.

"Sod off you two." Faye hissed.

The lids of the trash cans popped off and Sugar and Spice crawled out of the trash cans.

"Faye? Is that you?" The two henchwomen wondered, shocked to see her as if she was a ghost.

"No – my name is *Brandy*." Faye sarcastically replied. "Of course I'm Faye Elisa Warden! Now why were you stalking Ben?"

"Um…Sundown's orders…" Spice replied.

"Where can I find Sundown?" Faye demanded.

Sugar and Spice glanced at each other and then replied "Your boyfriend's in Film Analysis."

"My Ex-boyfriend you mean." Specified Faye, trying to remember where the Film Analysis class was.

"Just have all the paperwork filled out by this Friday and you'll start schooling next week. In the meantime, I'll email you a list of available classes." Solaris stated

"Why not just drop me into an open class already?" Dusk wondered, clutching to several papers in his hands. Unlike his presence in hallways, Prince Solaris looked extremely stressed once he was sitting at his desk. Papers were piled one side of his desk with a computer (or in Dusk's eyes, a bulky-shaped screen projector) illuminating part of Solaris's face and beard.

"Well, you said you wanted to know about the students and the school, and I agree with you - so I'm giving you four days to do that. Speaking of that…." Solaris started walking over to a calendar on a wall and marking off a date "..were you interested in running for Prom King?"

"Prom King?" Dusk wondered.

"Mm-hmmm…." Solaris said adjusting a portrait on the wall of Sundown in suit with a crown on his head. "…The students choose an individual candidate to represent the school during school proms such as the Fall Formal."

"And…does the king receive a crown?" Dusk inquired.

"That, a prom princess, and three late homework passes." Solaris stated, sitting back down.

"Sweet! I'm interested." Dusk grinned. He would have tried to steal the crown back but he remembered that Prince Solaris would have been displeased with him for doing so. Even if the beings of this world didn't know it, he was representing Equestria.

"Just tell the Fall Formal committee that you are interested and they'll sign you up." Solaris stated as Dusk walked out the door "And remember, my door is open to any questions."

Dusk was then met with Solaris's door slamming into his face. Then he felt pretty alone.

"Darn...I wished Barbra was here." Dusk sighed, hoping he wouldn't have another embarrassing encounter around the corner

_*"I shall leave you as you left her… mourned for all eternity at the center of dead world….buried alive…Buried alive…"*_

_*"KHHHHAAAAAAAAAAAAAAAAAAAAAAAAAAAAAANNNNN!"*_

After the starship captain screamed out his nemesis's name, the screen turned blue, the class lights flicked back on, the bell rung, and the students made their way to the exit. Sundown found the whole Star Trek movie boring and cheesy. He was hoping the class would be seeing sexier and grittier films with guns blazing, but he was wrong.

Upon stepping out of the class he felt someone behind him grip him violently by his jacket collar. Sundown grunted and was ready to throw a punch only to find Faye was the one behind him, giving him a unhappy look.

"Hello Again…*Faye* as you prefer to be called." Sundown chimed, putting on his ladies-man smirk.

"Hello yourself…" Faye sneered "Where is it?"

"Where's what?" toyed Sundown, beginning to rest a hand on Faye's shoulder

"The Carnelian Key." Faye demanded, slapping away Sundown's hand.

"Oh that…" Sundown said, reaching into his shirt and taking out the key. sure enough, it was a gem with marking on it and ancient wire running through it wrapped around his neck. It glowed in a unsettling orange black. "…Happy now?"

"Give it to me, you monster!" Faye demanded only to be pushed back by Sundown

"So I assume you came here with the new guy." Sundown hissed, putting the key back into his shirt.

"What new guy?"

"Purple hair, has a dog, and you were just touching his face earlier today." Sundown bought up.

"Well…maybe he's cuter than you." Faye shot back.

"Maybe, but do me a favor; don't help him out." Sundown urged darkly, truing away from Faye and walking along a line of lockers.

"Are you asking me to do something or are threatening me to do it?" Faye said following Sundown.

"C'mon…even after you left me, I stilled loved you and I still do now. But that kid is going to drag you down a path you don't want to go." Sundown advised.

"I could say the same with you." Faye replied.

"Yeah well, You know what...You once enjoyed seeing things from my end until you became so soft..." Sundown said firmly, violet gripping Faye by the arm. However, Faye refused to look back at Sundown. "...But you won't anymore, and I'm gonna show you that I'm right. So quit helping him for you own safety."

Faye could see the key from within Sunset Shirt begin to glow. Then claws to grew of of his hand and dug past Faye's sleeve and into her arm. But all Faye did in response was give Sundown a cold glance and shank her head.

"Be that way." Sundown hissed, his eyes and hand transforming back into their normal human forms. The key also stopped glowing as well.

Once Sundown let go of her arm, Faye could see her jacket was pierced and a thin bracelet of bright red scars was swirling around her arm, bleeding out fresh blood.

"I'm sorry. But you I guess won't believe me" Sundown grunted, spinning in the opposite direction. Faye rushed away from Sundown, trying to put together what she was going to be up against.


	5. Fourth period: Crashes, Chills, Spills

**Just a quick note here, Ben's original name was going to be Floyd Shutters. So if you see the name 'Floyd' anywhere you'll know whom I'm talking about.**

**Also if you do come across any errors or inconsistencies please PM as soon as possible.**

**In the time I'm not studying or writing Long-boring-essays I've also been working on a new RWBY story surrounding my OC. It is a little like OC x Canon but nothing overboard (They only hang out for around 24 hours). Plus it takes place in round the yellow trailer The fiction's focus is primarily on Ruby, her dad, and Yang. If you're asking how the OC fits in with all this, the answer is he's there to help Ruby and introduce himself.  
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**Enough talk - time for story! (The title is also a reference to Halo)**

*WHAM!*

As Faye was spiriting through the hallways she slammed right into someone. This caused both of them to fall on the floor, with Faye's body on top of the boy's. Papers went gently sailed downwards in a circle around both of them.

"Sorry." Groaned the boy as Faye stood up, pushing off the boy's body. Then Faye gasped upon seeing herself on top of the purple-haired person she met earlier today.

"No,No,no!" Faye stated blushing, helping herself and the boy up. "I was just in rush, that's all."

"Uh…okay." The boy replied, also blushing. He began to pick up the sheet of papers.

"Here let me help." Faye offered already snatching pieces of paper off the ground.

"Oh, it's alright. It's not you prob-"

Faye's hand and the boy's hand landed on the final sheet of paper, touching each other. They glanced up at each other, wide-eyed and surprised. However, the boy's hand darted back to the papers he was carrying.

"You were saying?" Faye asked.

"I was saying….it's alright. I'm Dusk." The boy replied, biting his bottom lip in shyness.

"I'll take that as thanks. Name's Faye – it rhymes with 'sunny day'." Faye smiled, showing some of her gleaming teeth.

Dusk looked away and blushed, starching the back of his neatly combed purple and magenta hair.

"Your welcome…" Dusk replied.

Faye carried on past Dusk playfully grinning "We better stop bumming into each other like this, handsome."

"I know Faye is BACK!" Sundown shouted "But WHY is she back?!"

"T-t-to steal you key?" Spice wondered.

"That and…?"

"T-t-to turn you in to Principal Solaris?"

"AND?!" Sundown demanded, but both henchwomen cowered before him, silent.

"Blast it! She's out to help that purple-haired minion of Prince Solaris!" Sundown raged. "That is why she has chosen to come back!"

"You mean purple-haired with a magenta trim right?" Sugar specified.

"Silence!" Sundown snarled throwing a fist at the nearest locker, the carnelian key glowing behind his shirt. His first became engulfed in flames as he rammed it into a locker. Instead of breaking through it, it just made a cross between a dent and a scorch mark. Despite seeing Sunset present even more terrifying powers, a chill went down Sugar's and Spice's spines.

Glancing at his first, which was steaming, Sundown murmured "If I'm going to break the limits of the unicorn power granted in this key, I need that crown. It's only a minor setback that it's not in my hands already. But whatever it takes, I'm gonna make sure that unicorn regrets ever setting foot into this world!"

"Did you say unicorns?" chuckled Spice.

"SCRAM OFF, SPAR!" Sundown yelled.

"But I'm spice" "And I'm sugar" The henchwomen replied, innocently.

Sundown growled "Just go..and make Dusk's look like the most miserable candidate for fall formal."

"Trust me, running against Sundown is asking for trouble – just ask last year's Fall Formal Candidate. Not only he lost but he refused to show his face in school for the rest of the week." Ben Scotty explained, as he placed an apple on Dusk's lunch tray.

"So how does Sundown win?" Dusk wondered.

"Threats, bullying, bribing…" Then Ben sighed "….unless someone is out to take him down, usually he runs as the lone candidate for prom king in any school dance."

As Dusk and Ben searched for a table, Dusk could see one with Faye playing a guitar while resting with other rough and tough-looking students. Dusk waved to the female jock but she didn't notice him.

"Don't even try." Ben advised "The rockers always stick to themselves; same things with the techies, the fashioners, the athletes, the leadership kids, the drama queens, the orchestra club..."

"Wow – how is every pony…"

Dusk felt a felt something brushing up against his feet. Below him was Barbra who held a note card in in her teeth.

"How did you get here, Barb?" Dusk wondered, leaning down to pick up Barbra, only to let several contents of his tray to spill out and clatter onto the floor.

"Gah!" Dusk shrieked "My bad! I'll-"

"I'll do it." Ben settled, using his napkin to wipe away the spilled juice, crackers, and soup.

Barbra then held the note card in her mouth. Dusk picked it up seeing only one word.

_Everyone_

"Every…one…so diverse and different?" Dusk asked as Ben handed him his tray filled will only the apple.

"Well here at CHS we define people by groups, even though all individuals are unique in their hearts. But they all share a common thing; they know that Sundown is such a….a meanie…" Butterscotch stated sitting at table, with Dusk picking the seat in front of Ben. Barbra discreetly followed behind Dusk and managed to hop into his backpack without anyone giving her a second glance.

"Just a meanie?" Dusk questioned.

"People call him a lot of worse things, though I think that maybe he does have some good in him. He was kind to this particular girl…her name was Faye."

"Faye?" Dusk wondered, glancing at rocker table where Faye continued to play her guitar. Her personality was the exact opposite of Sundown's and the only thing they had in common was leather jackets. They even had opposite hair colors.

"I don't know if that's true about their relationship nowadays." Ben said "All I know is that Faye was absent from this school for a long time. Some said that she transferred because of Sundown, even though she may say otherwise. I wish we could transfer out, too." Butterscotch sighed

"You won't have to - not if I can stop him!" Dusk declared, then bobbling his head down into the apple. When he managed to suck a bit of juice from it, he could see that Floyd look puzzled. Dusk then gently placed the apple back on the tray with his teeth.

"Uh…sorry…you see I…" Dusk was starting to explain until a paper airplane flew into his hair. Dusk was familiar with the creation but was curious had to why it landed in his hair. Seeing that the paper contained text, he unfolded it. The first things that hit his eyes were

_"Survival guide to the Human High School – Faye 3._

Dusk looked to rocker table yet found that some of its members were exiting their table, including Faye. He wanted to yell out a *Thank you* but felt that he should try to avoid attracting attention after he had spilled his lunch and tried to eat an apple in an odd fashion.

"The rockers are performing at The Fall Formal. They have had to take some time out of lunch to practice." Ben explained.

Tucking away the guide for later Dusk asked "So…where may I find the committee?"


	6. new blood

"Sundown said to meet him at park around this time. Though the great and powerful trickster has his doubts, especially since this. What about you Teneberia?" a fair-skinned human male said. He donned a blue hoodie marked with a magic wand on the back.

"As long as isn't trying to hit on me, I'll do it" Stated Teneberia. She had pale skin, red eyes, and black hair. Teneberia was her nickname, in honor of an ancient and ruthless queen.

"Honestly Teneberia, what if it's a prank? The great and powerful trickster thinks so and would not approve of such an act." said Trickster.

"If it is, _Tristan_, then Sundown will pay for this. But he doesn't play pranks outside of the scho-" Teneberia then spun around and her eye twitched "I sense someone is following us…"

"Who?" Trickster wondered, looking in all directions. But nothing seemed out of place.

"We'll know soon enough." Teneberia and she and Trickster continued walking along the street.

Pretty soon, Faye rolled from her hiding place behind a car and continued to follow them.

"…So then this husky – Pongo I think his name was – starts making a speech about revolution and the next thing I know is that he opens his cage from the inside. Then all the other dogs follow and pretty soon we're storming out of the Animal Shelter as the manager was talking on the phone. While I was making my way back to school I tried to eavesdrop on some human speech – it's not much is different to equestrian speech, except for the names and the use of the word *Pony*." Barbra stated, riding comfortably within Dusk's backpack.

"Well, thanks for coming back for me Barb, I would be nothing without you." Dusk said.

The duo made their way into a school gym, complete with bleachers and a stage. Colorful Steams and balloons were everywhere; a disco ball was at the center of a ceiling; tables serving drinks and snacks were step up. It looked as if this place was ready to party, though not a soul was in sight.

"Hmm…looks okay to me." judged Barbra "All I have to say is that there are waaaay too many balloons…."

Dusk had to agree seeing all the balloons high in the ceiling, huddled like clouds. "Yeah, just like Berry's parties -"

"DID SOMEBODY SAY MY NAME?!"

Dusk jumped and spun around seeing a kid with widely uncombed raspberry-colored hair and baby blue eyes. His skin was pink, but not in berry's bubble-gum pink but more of a warm-pajama white-pink.

"Uh…hi-"

"Hey there! I'm Robert Ruby, but I'd prefer it if you call me Bobby." The hyperactive boy said, shaking Dusk's hand at what appeared to be the speed of light.

"Yeah, Yeah, I get it!" Dusk said, pulling his worn out hand away. "Anyway I was wondering-"

"Hey…." Bobby eyed "You remind me of this girl that I met online."

"I what?"

"Yeah! See!" Bobby pulled out his phone and showed it to Dusk. Dusk could see a picture of girl with black hair dyed in pink and purple, smiling warmly back at him.

Bellow the picture was supposedly the girl's name.

"Who is this User…T-w-one-l-one-g-h-t-Spark-one-three?" Dusk asked, his eyes sparkling briefly.

"Someone just right for you." Barbra joked. Dusk blushed.

"Oh, you like to talk to your pet too?" Bobby said, pulling his phone away. "I talk to my pet alligator all the time!"

The gym door slammed open. Dusk caught a face of angry human, dressed in a wet clothing storm her way over to Bobby. On her red shirt was green apple, reminding Dusk of the cutie mark of Appleuck's sister, Big Macareena.

"Hey Macy! are you…." Bobby wondered.

"….All that months' worth of cider. Gone, Darn-it. GONE!…" She cried and shoved Bobby out of the way. Macy muttered curses out at Sundown as she made her way to the girl's locker room.

A boy came into the gym as well, though much taller and muscular than most boys. He too was drenched from the tip of his cowboy hat to his leather boots. His hair was blonde as hay and his freckled skin was tanned.

"Sorry, Bobby….but Sundown's thugs saw us carrying the cider to the gym. They tripped us and then we made the biggest spill of cider the school has even seen. Macy is taking it hard…"

"…yeah….I know…" Benny sighed. "Can you get more?"

"Not when Sundown's dogs are patrolling the halls. And it's not just those two girls…"

"What do you mean?" Bobby wondered.

"Sundown seems to taking this party very seriously – he's made a list of invited and not-invited, he's asked Elusive to do seven costumes for him, and I just saw him recruit more students as henchmen. And they sure are mean…"

"Oh…wow…because…I was just about to sign up, Applebuck..." Dusk stated.

"Who?" the cowboy wondered "Oh yer the new guy. By the way, 'Mister Applebuck' is mah father's name. I'm Austin Bernard."

"You know me?" Dusk wondered

"Yeah, you were the one that stood up against Sundown. That mighty strong of you, though Ben Scotty ain't the kind of person you wanna defend. He's a real timid boy that holds himself back from defendin' himself!"

"And from having parties!" Added Bobby.

Dusk wasn't sure what he should say. "Could…I…sign up for Fall Formal, now?"

Austin and Bobby gave him an *Are messing with me?* look. But Bobby reluctantly pulled a clipboard and a pen from his hair and handed it to Dusk.

"Yer signin' for humiliation...or worse…" shrugged Austin. "Then again its better than trustin' than Richie..."

Dusk took the pen anyway and wrote his name down, ignoring Austin's comment. Thanks to the survival guide Faye had given him, he managed to avoid grabbing the pen by his mouth, and used his hand.

Though his penmanship could use some work.

Faye gazed at Sundown, sweat dripping from her head. Before she could react, Sundown's clawed fingers lashed at her face, creating another set of glowing red scars on her body. Then Faye was tackled from behind by Teneberia, who then held Faye's hands behind her back.

"Where the shadows are, so will be me." Teneberia hissed into Faye's ear.

As Faye struggled to get up, she was kicked in side of head by a blue tennis shoe belonging to the stage performer Tristan "Trickster" Lulamoon. Faye guessed that Tristan was recruited by Sundown due to the fact he was easy to bribe.

"I didn't give you twelve nutty-nut bars to see you kick like a girl, Trickster. Now do it! NOW!" Sundown's eyes flashed green as the carnelian key on his chest glowed.

Tristan was frightened of Sundown's magic, so he kept kicking Faye – in the Ribs, in the face, anywhere. Faye knew he was just trying to live.

But it was not enough to satisfy Sundown, for he shoved Tristan out of the way and his glare signaled Teneberia to do the same.

He grabbed Faye by the hair with his claws, expecting a moan or a whimper. Instead all he got was a tired and exhausted face, scarred, bleeding, busied and covered in mud.

"Sneak up on me when I'm talking with pals, especially my new ones…" Sundown hissed "…And I won't stop until I've beaten every breath from your body. Got it?"

Faye just spat on Sundown. The spit hit him right in the eye, causing him to yell "Horsefeathers!"

Faye expected Sundown to finish her once and for all for her foolish attack. But then his claw transformed back into a normal human hand which he then gently placed his hand on Faye's face. The bruises and scars faded away but the dirt still a remained all over her skin and her clothes.

"Please. Don't. Try. To take this chance away from me." Sundown said, sounding like he was pleading. Faye though it was another warning, though she wondered if Sundown was begging.

Once, Sundown took Teneberia and Trickster away from the park. Faye collapsed onto the grass, exhausting from the fighting. She hoped that Dusk was doing a better job as a human.

* * *

><p><strong>Thanks for reading ^^ <strong>


	7. Faye's Prince

_**Thanks for all your support guys ^^ I'm happy to announce that after watching Rainbow Rocks, I'm planning sequel to this fiction whenever I can get to writing it. ;)**_

"But what if it really is true?" Dusk worried

"No it is not." Barbra assured.

"But…But…what if Sundown-"

"Dusk – Just because Sundown was able to steal a crown from you and has a name that sounds almost like yours_does not_ make him a long-lost brother. Period. Now let's get back to getting that crown."

"How am I going to do that? I'll need to be prom king and I don't even know where to even start being a prince." Dusk panicked. It was good thing that it was now after-school and that most of the student population had now left, so he and Barbra could cruise the halls in ease.

"Then let's find some resources we can use!" Barbra assured.

"Where?" Dusk wondered.

"While I was looking for you, I found somewhere in the school that I thought might make you feel at home..."

Faye didn't have a home in this town. She often told everyone that she lived far out of town – which was indeed true, but vague. "I'm tired of hiding….and I'm tired of letting him act like he owns me…." Faye cried as the sun began to set in the park.

Faye wished she had somewhere to go, just like before. Because both of them were 'out of town', she and Sundown had to rent a small apartment. They needed a new carpet and only had enough food to help them walk to school and stay awake. But they were together and away from the chilling Winter air.

"You keep saying that you still have love to me….but maybe you're lying to yourself Sundown, as you had lied to Prince Solaris, to others, and to me. You were always trouble….but I loved you until there was nothing left…Then I left you…"

Flare wished that he would leave her. But he never did – he sometimes appeared in her dreams and her trains of thought. He haunted her, because he just wanted to tell her that he loved her.

But Faye already knew that it wasn't true. He loved power now – his heart was closer to the Carnelian Key than it was to her. Faye continued to ponder how things could have been different. Just then, the street light turned on, bringing up the issue of not having immediate shelter for the night.

Then she remembered about Dusk. She dashed down the street while the sky turned from orange to blue. "Please be still in the school, Dusk." She prayed.

"A library!" Dusk exclaimed upon entering the library

"Yup…now I feel just at home." Barbra scoffed. "Good thing I don't have to clean it."

Dusk received a sharp 'shhhhh' coming from the other side of the room. It was from some tall teacher with a pink mustache, a slightly dark complication, and grass-green eyes. His flower-spotted nametag read "Hello I'm _VERY CHERRY TODAY_"

"Cherish?" Dusk wondered _As a librarian? With a mustache?_ Back home, Cherish was an elementary school teacher and a friend Dusk would have tea with every week.

"Did you call my name, chap?" The Cherish-human asked, in a Canterlot-style accent. "It's Mr. Charles actually."

"The accent is also new." Barbra added from within the backpack.

"Uh…Mr. Charles…" Dusk added. "Do you know how kings…um…become popular?"

Charles looked confused "They…are just born popular? I don't know for sure. That's something you'll have to look into. I recommend the history section of the library." and he pointed to a wall of books on one end of library.

Sugar and Spice were also in the library yet they were interested in fantasy-picture-books, under the wing, *For nostalgic readers*.

"I can't even find a darn thing that's scary other than dragons." Sugar added, tossing a copy of The Hobbit over his shoulder. "How come Sundown puts us here? Does he think we're nothing but a bunch of little girls?"

"Nah. He said he would be hanging out with two new pals – Tristan the Trickster and Teneberia the Queen." Spice stated, scrolling through 90's sci-fi comics. "Sundown said he wanted inspiration for his 'final plans' at Fall Formal so he ordered us to look for something scary in the library…"

"That's the thing - what is scary?" Sugar asked "People love dragons and aliens. Heck they even love slenderman, killer bugs, and zombies."

"Hmmm...They love to get scared by those… but what is one thing that they never looked forward to getting scared by? Other than test scores that is..." Spice asked.

Sugar though for a moment and then said "Death."

"Death?"

"Death."

"Death, really?" Spice asked. "What's so scary about it?"

"You don't want to meet it, yet it will always come for you. And it's real." Spice stated creepily.

"Okay – death it is. But what are we going to give inspiration Sundown as? The grim reaper?" Sugar asked.

Spice stated "No it's out of his character, too subtle and too dark…we need something….that does not hide behind a cloak yet is a sign of death. We need something that open, original, fearful, strong and dominating. We need…"

"…a balrog from _Lord of The Rings_!" Spice suggested.

"…or a vampire!"

"…or a Sith lord!"

"Shut your traps up, you devils!" Mr. Charles shouted from across the hall. "Oh and the library closes in half an hour!"

The two girls looked at each other.

"You thinking what I'm thinking?" Spice asked.

"Taking trickster out to Fall Formal?" Sugar replied, blinking her round eyes.

"…no…I was thinking….about doing a _demon_ for Sundown's inspiration." Spice grinned.

Dusk was starting to fall asleep as he read, his drool landing on the pages and spoiling the ink. Barbra had also gotten tired of looking through the books of Kings and Queens, having no information what a king must do to become such, only what Kings were.

Most of the kings had sickened Dusk – they were ruthless, selfish, and tyrannical most of the time. Some of them reminded Dusk of Sundown, making Dusk wonder if he even was cut out to be prince.

So Dusk slept, ignoring the wall speakers announcing *The library will close in ten minutes.*

Faye was rushing back into the school, throwing open the front door and dashing from class to class, finding no sign of Dusk until she sprinted into library and saw Dusk on the second level sitting at a desk.

Thankful, Faye trudged upstairs and found Dusk snoring and his head in a book.

"Dusk! Dusk wake up!" Faye urged, but Dusk wouldn't respond.

Then Faye heard a click and sound of a door being locked. She glanced down at the first level to see Sugar and Spice exit the library and Mr. Charles lock it without noticing her or Dusk above.

"Darnit!" Flare uttered and kicked a pile of nearby books.

This startled Barbra who yelped "It's you!" at the sight of Faye.

Dusk darted into an upright position as Barbra's yelp, spinning around and gasping "Faye?!"

"Yes it's me Dusk! What are you two doing here?" Faye wondered, stepping around Dusk and glancing at the book he was reading "You are reading about royalty?"

"For the Fall Formal prom king election." Dusk Explained as Faye shuffled through his books.

"Dusk, when will you realize that there isn't a perfect *how to be prom king for eggheads*?" Faye wondered "This isn't about ruling or having responsibility – it's a stupid popularity contest."

Dusk frowned "Why are you so worried about me? Ever since I stepped into this school, you have been taking care of me as if you already know me!"

"I know that you need to win to stop Sundown! He's up to no good with that key around his neck-" Faye continued but was interrupted by Dusk.

"How do you know about Sundown and the key? Do you even know its power?" Dusk warily asked.

"I just know!" Faye replied, gripping Dusk's pinkish wrist. "Now let's find a way out of here!"

"Not until you tell me everything." Dusk urged. But Faye glared at Dusk with angry eyes, causing Dusk to say "Fine…tell me at least how you know about Sundown and the Key."

Choosing her word carefully Faye said, "Very well – I met Sundown a…long time ago. When I realized he was bully I, uh…left him. However, I noticed earlier today he wasn't himself and…I think…it was due to that key. Its…it's like a magical key yoy know. And…word has been going around the school about how you saved Ben from Sundown and you signing up for Fall Formal. If there is anyone who can show Sundown isn't the boss anymore, it's you. You just need to get that crown."

Dusk blushed "Yeah but am I supposed to do? I can't steal it…." Dusk knew that as a Prince of Equestria his actions would represent the society and royal family of his home.

"I'm not asking you to. But you need to find people who would be willing to support you." Faye replied "Like Ben, Bobby, Austin…."

"And what about you?" Dusk wondered, his eyes sparkling briefly.

Faye gazed back into Dusk eyes "Me? I…"

"You don't want Sundown to win as much as I do. And I'll need everyone to back me up against him, his power, and his minions. I'll need even you."

"Its…nice to hear that somepony needs me again." Faye signed.

Dusk cocked an eyebrow "Did you say-"

Barbra then barked to Dusk and Faye, asking them to follow her. In between two shelves Faye could see a pile of books covered by a tarp

"A bed? Thanks Barbra." Dusk patting Barbra's head.

"I guess it will do, since we're locked in here for the night." Faye stated as the sun began to set and the moon rose, as seen in the ceiling window.

"Don't you have your own place?" Dusk wondered "I'm sure…Barbra could get a hold of your folks. She is a really smart…assistant after all." Dusk couldn't bring himself to call Barbra a dog – a dog or a dragoon; she was a huge asset to him.

"Nope; I live out of town, and I've moved out of my folks place long ago." Faye replied sitting on the book-bed.

As Dusk sat beside her, he said to Faye, "I have a feeling there is more between you and Sundown that what you have told me."

Faye sign looking away from Dusk "I cannot tell you anything else right now, other than he always lies about loving me…and other things…."

Dusk wondered if he should tell Faye about where he came from or who he really was. But that would probably confuse her and push her away from him. Besides, Faye looked as if she was through something personal recently and Dusk had thought this was the longest day of his life; it seemed as if a good night's rest was needed for the both of them, not an interrogation.

Dusk then blushed at another thought – he was sleeping with a girl. _…a girl from an alien world – the guys back home will never stop teasing me about this. But as long as I don't touch her in my sleep or push her off the bed…we should be alright…_

The two humans then threw the tarp over their bodies and closed their eyes. But Dusk soon heard a giggle coming from Barbra, who huddled in a nearby bookself between *The Complete Works of Shakespeare* and *To Kill a Mockingbird*.

"What's so funny?" Dusk asked.

Barbra quietly sang "Faye and Dusk, sitting in a tree, K-I-S-S-I-"

"Okay that's just immature Barbra." Dusk brought up.

"What's immature?" Faye giggled, as if she heard Barbra's song.

"Uh, nothing! It was just Barbra…doing something. I mean I thought she was going to do something-" Dusk stammered.

Faye laughed "Hey it's alight. Barbra is free to say what's on her mind..."

Dusk eyed Faye warily, wondering if she knew Faye could talk and wasn't a normal dog.

"...But yeah, I don't expect to hear much from Barbra, anyway. She's a dog." Faye stated, reaching out and scratching behind her ears. Barbra purred happily in response.

Dusk slammed his head against a copy of *the hatchet* while Faye's head landed against *Harry Potter and the Sorcerer's Stone*


	8. Up Close and personal

It was midnight when Sundown had uploaded his video on his computer at his apartment. It was a promotional advertisement for his campaign to be fall formal king. It was also was meant to demote Dusk's position, though he had to be careful to make sure his other video didn't push Principal Solaris's limit on the competition. Last time he had done a video demoting another candidate, Sundown was only given a warning.

"Warnings, warnings, warnings… what good are warnings?" scoffed Sundown, twirling the Carnelian Key around his finger. "Everyone loves surprises…"

Once morning came, Dusk and Faye had begun to write a list of things that would support Dusk's position.

"You know, Sundown down always did videos – but I always thought that talking with people up close and personal was the best way to win or lose them," Faye brought up, checking some of the papers.

"I couldn't have agreed more." Dusk stated, finishing writing off his last paper. "Okay… we are done!"

"You know, I never thought that some nerd would be in love with a gal like Faye," Barbra whispered to Dusk.

"Says the nerd's assistant that's struggling at winning the heart of a fashioner," Dusk replied.

"So, you do learn from the best," Barbra winked

The two humans and Barbra headed out of the library, only to be surprised at what they saw at firsthand(hoof). Sundown, Spice, Sugar, Teneberia, and Trickster marched down the halls. And they were being cheered on. People tossed flowers and waved flags bearing Sundown's mark in the air. They kept chanting _"Dusk Shine Inferior! Sundown Superior! Sundown Superior!"_

"Barbra, are we in a dream and still asleep in the crystal empire?" Dusk asked, dropping his papers. Faye grumbled and began to pick them up.

"No – I think it's a nightmare." Barbra whispered. "Though if it had a human Elusive in it…."

Dusk and Flare were then yanked from behind and thrown into an empty classroom. Dusk was surprised at first, only to see that the person who had yanked him was…

"Elusive?" Dusk wondered. It was hard to distinguish between this human's hair and eyes to the elusive Dusk knew back home

"Hello, Sport. Sorry to drag you in like that, but I need to show you and Faye something important. And yes I am very 'elusive'," Elusive brought up, opening his personal lap top up. "Oh, and I suggest putting on a disguise. I even made one for your puppy. He's sure a cutie."

Barbra's happy-blush and grin melted into a frown and eyes that were about to erupt in tears.

"Actually, it's a she." Dusk clarified.

"You just called her an 'it' now, Dusk." Faye stated, trying on a beret that Elusive handed her as part of a disguise.

"Oh… well, I'm sorry. It's hard to tell one animal from another from just looking at them…" the Elusive-human stated. Suddenly, his laptop flashed a warning light. "Oh, botheration! You wouldn't happen to have a laptop charger with you, chap? How about you, darling?"

Dusk and Faye shook their heads. Then, Bobby stormed into the classroom with two chargers in each of his hands.

"I've got one for you, Elliot!" chimed Bobby.

"I'm not even going to ask how you did that," muttered Elliot/Human Elusive.

A cry came from down the hallway. Ben and Austin raced into classroom, furious.

"Bobby – What in sam hill do you think you and Elusive are doin' with mah charger?" shouted Austin.

"And mine!" Demanded Ben Scotty.

"Don't look at me." Elusive held his hands up. "He's then one who bought them. I didn't-"

"You asked for them, Elliot!" Bobby grumbled. "Oh my gosh, you are just as much of a whiner as that Scotty-kid!"

"I'm not! You never take anything or anyone seriously!" Ben cried, on the verge of tears.

"Oh, please, you all sound like ruffians – oh, wait, you _are_ ruffians!" Elliott stated.

"All of you sound like crows arguing over a stalk of corn!" Shouted Austin. "Now, let's get over this, or leave each other alone..."

"Oh really – every time we leave each other alone, we always come back together, and we can never move on with our problems!" fumed Elusive.

"Well then, let's get over it right here and right now," Austin demanded.

"Who put you in charge?" Bobby asked "You never got over your grudge with Richie!"

"Richie has NOTHING to do with this," Austin clarified, loudly.

"Liar," hissed Ben.

"Shut your trap, tree-hugger," Austin fumed. Poor Ben slowly backed away into Dusk and Faye, looking hurt and innocent.

Soon, Austin, Elliot and Bobby were shouting at the top of their lungs, and neither would stop to listen to the other.

"I guess now is your time to make allies," Faye stated, showing Dusk forward towards the three arguing boys.

"Hey, Guys!" Dusk shouted, nervous. "Guys! I need your help for Fall Formal. Together we can beat Sundown-"

"Been there, done that," scoffed Elliot, "No one runs against Sundown."

Austin crossed his arms. "Boy, I knew I had a bad feeling about you. I'm out."

"Deal with it," Bobby advised, putting on sunglasses.

Dusk glared at Bobby, "Deal with it? You want to continue living under Sundown like this?!"

"Better than trying and gettin' on his bad side. Maybe there is a chance, but there is nothing you can say that's gonna convince me anyway to side with yah Dusk," Austin huffed, turning his back to Dusk. Elliot and Bobby did the same.

"Wait!" Cried Ben, gaining everyone's attention. "If there is no hope, then what else can we do?"

"Why should it be any of our concern? If we leave Sundown alone, everything will be just fine!" Elliot said.

"No, it won't – Sundown will not stop hounding us. He will never stop unless we stand together." Faye urged.

"What? Just the six of us and a dog?" wondered Austin.

"No – the entire school! They need to stand up and realize that Sundown has to… err… I mean _can be_ stopped!" Dusk stated. "All I just need is… to win fall formal…"

"Hold your horses," Bobby stated, "And just how are you going to get all this support? Sundown already has won the school's attention!"

Dusk remembered the parade that happened earlier that day. "How so?"

Elliot then pulled up a video on his laptop. When he played it it was Sundown giving a really long speech. Faye mentioned he was quoting several historical figures without citing them. At the end of speech, Sundown's eyes glowed and hissed at the screen _"Remember CHS...Me and my party will be marching down the hall - And I want you yell "Dusk Shine Inferior! Sundown Superior! Sundown Superior!" and throw flowers and streamers in my direction. I know your busy planning fall formal, so I'll have all that stuff ready for you before school. Anyone who refuses to participate in the march or is seen with Dusk will defiantly get their but kicked after Fall Formal..."_ the video ended with Sundown giving an evil chuckle, his eye's glowing.

Faye analyzed the video, "Seems like Sundown must be more desperate than ever in order to get that crown."

"That, or he wants us to see if we can top this video..." Dusk frowned.

Just then, some shouting was heard across the hall. The six students peeked through the window and saw Sundown's gang face to face with a tanned student with his hair in long rainbow streaks.

"Richie 'Rainbow Blitz'?" Austin wondered aloud.

"What do you mean you want me in your gang?" Richie asked.

"We don't just want you – we want the sports and dance teams to join us." Sundown stated. "In return, you shall share a cut of the power I'll earn."

"All for a stupid campaign for prom king? Nah. I've seen your true colors on the field, Sundown. You are even more of a loser than that Dusk kid."

"Oh, really?" Growled Sundown.

"Yeah – I heard he defended Butterscotch from you. That's enough to make me see him as a better person than what your video said about yourself."

"So, are you just going to trust a person who just appeared in school yesterday over someone you've know for a long time?" Sundown hissed.

"I don't even trust you one bit. I never trusted you or your minions," Richie replied, "You are destroying your position, not supporting it. Who wants to follow someone they fear?"

"Who wants to follow an idiot like Dusk?" Sundown wondered.

Richie paused and then said. "I know a few people who would… Ben, Austin, Bobby, Elliot… maybe even Faye…"

Sundown leaned in close and stated, "You're just as much of an idiot if you would hang out with those fools! You could be so much more if you join me, but I guess you made up your mind to not join the winning team."

"There's no such thing as the 'winning team' until the game is over. Remember that," Richie stated, "I'll be looking for Dusk. If you see him, send him to the soccer field."

"Duly noted – I'll see if I can send him to Tartarus," Sundown stated, his eyes flashing green, and the key glowing on his chest. This caused his gang and Richie to take a few steps away from him.

"Okay then…" Richie stated, he took a few steps backwards and then turned his back to Sundown.

Sundown glared at his minions. Teneberia, Trickster, Sugar, and Spice stared back as if he just cursed at the top of his lungs.

"What are you looking at?" Sundown hissed, angered.

Once Sundown's gang had left, Dusk, cautiously opened the door with the five other students trailing behind him.

"I've got bad feeling about this," Dusk stated

"With what you have been through, I'm sure you've always got a bad feeling, sir…," Faye stated.


	9. Reason

True to his word, Richie was found on the school soccer field, kicking a soccer ball in the air and counting down from one-hundred.

"So…you're out to take down Sundown Shimmer, correct?" Richie said to Dusk and his group "You're all crazy."

"It's up to you if you want to join, Blitz." Austin said "We ain't asking any more from you."

"Wait - we aren't? What about getting the dance and sports team on our side?" Bobby reminded.

Richie paused at eighty-one and held the soccer ball in his hands. "My loyalty isn't free. Neither is the dance teams or the sports teams…."

Dusk seemed puzzled at Richie's remark "But we need to-"

"I understand you need to win, Dusk. But keep in mind I never said to Sundown that I would join you guys instantly while you were hiding in classroom."

"You knew we we're in there?" Ben wondered.

"I'm just that good knowing where things are." Richie stated. "Its a helpful skill when you need to know where your friends and foes are on the field."

"Really? Then what's keeping you from joining the dream team?" Austin asked, crossing his arms.

Richie gave a long whistle and storming out onto the field were three tall athletic girls. However, they appeared to not resemble anything like the girls in halls, being free of makeup and long hair. They donned yellow and blue uniforms with lightening bolts running along their shirts in a striped pattern. On their chests were the words 'WONDER - COLTS' stitched in cursive.

"Oh, nothing...Just simple game of soccer between Dumb-bell's team and yours – if you win up to five points, you earn my support. Deal?" Richie stated.

"Deal." Dusk agreed. Simple enough – Richie seemed to be a friendly sort of person, and Dusk's team had numbers on their side. There didn't seem to be anything that could go wrong.

Richie ran back to join Dumb-bell's team, while Dusk walked confidently over to his team.

"This should be simple enough guys – we've got the advantage!" Dusk chimed.

"Of what? I can't play soccer…" Ben shrugged, shaking his legs

"I can only play football, not soccer" Bobby admitted.

"Okay, Okay – let's just play alright!" Faye said. "Elliot you'll be goalie, Bobby I'm putting you on offense. Dusk and Ben will guard the back. Me and Austin will also be on offense-"

"What? Why Am I goalie? I just combed my hair this morning!" Elliot whined.

"Cause you'll ruin it even more if you start running towards the ball…." growled Faye.

"Oh….okay…"

* * *

><p>"Sundown, we need to have talk…" Principal Solaris said from across his desk.<p>

"Go ahead, sir…" replied Sundown, taking a seat.

"I've heard reports that you have committed acts of bullying and harm towards other students. There is even one case that says you are planning on doing something very dangerous to this school."

"Where's the proof?" Sundown demanded. Also, who would be brave enough to stand up and say these things about him?

Solaris glared at Sundown, causing the fiery-haired student to shrink back into his seat. "A familiar 'she' has made these claims about you. ('Faye' mouthed Sundown, angrily) And she apparently was gone from this for some time only to return again a few days later."

"So…why am I here?" Sundown ask

"You are here because I'm a very concerned about this girl known as Faye Warner – you two have been together for some time – do you know why she would make these claims all of a sudden?"

_No…but do you believe them sir?_

"She's possibly just mad at me or something ..." Sundown settled, wanting to be free of Solaris's gaze as soon as possible. "To think she would make such claims is awful and unbelievable."

"Are you sure Sundown?" Solaris inquired before Sundown finished "I've also heard reports in the past of you associating yourself with Sydney and Sarah – also known as Sugar and Spice – who have been committing acts of bullying recently…"

"I assure you sir I'm taking care of them…" Sundown bought up "…they are…difficult but I am trying to make them better people." _Better minions specifically..._

"I see….well then if what you do say is true, I will have to investigate the truthfulness in Faye's claims. You will be still able to run for Fall Formal, but if I find one bit of evidence that is true about her claims, your privileges will be revoked. Understood?"

Sundown nodded, then asking "Shouldn't Faye be here, too? It's her evidence."

Solaris shrugged "Right…Right…But still Faye has been known to be good person and like you said, it's unbelievable that she would do this all of sudden. That means either one of you is lying."

Sundown held his mouth back from gulping.

"Tell her nothing of our meeting." Solaris advised turning around and organizing his papers"I will consult her once I have the time. In the meantime I need to talk with Dusk to see if he was offended by your march this morning..."

Sundown stood up from his seat, but he did not leave, instead, he activated his Carnelian Key.

"How about we both consult him?" Sundown hissed, his eyes glowing green.

Instantly, Solaris forgot everything about the evidence and the meeting with Dusk. He felt his body descended into a deep sleep, but little that he knew it was only his mind that fell into a deep sleep.

* * *

><p>"You did what?!" Dusk stated.<p>

"Well, I had to show Solaris what he did eventually!" Faye shouted back, her hair and face drenched in sweat, with her back now to goal, after trading places with Elliot "Maybe it would slow Sundown's progress...or at least get him angry"

"Head's up!"

Austin's cry came too late, and the ball zipped right past Faye's hair and into the goal.

"Ponyfeathers…" Grumbled Dusk.

"I could say the same thing." added Faye.

The game so far was one to four. In the first game, Elliot had blocked the ball with his head, allowing Austin to take the ball and earn their team a goal. However, "Score" and "Dumb-bell" each won a goal after wards, with little trouble from Dusk's team. "Hoops", the tallest among the girls on Richie's four-person team, simply scored a goal from one kick to the ball, sending it across the field and into the goal while Elliot tried to fix his hair. Even after Faye took Elliot's spot, they still were losing.

"Okay!" Announced Richie "Last round is a one-on-one between team leaders!"

Dusk was confused at what 'team leaders' meant until he could see everyone else moving to the bleachers.

"Thanks for the support!" Dusk said sarcastically. Bobby gave a happy 'Your welcoooooooooome!' back.

After Score, Hoops, and Dumb-bell marched to the bleachers (Dusk found it odd how their names sounded like boys names – and how they looked like boys from distance) Dusk and Richie met at the center of the field, with the ball placed in the center.

"There's only one way to win…." Richie taunted.

Dusk wanted to give up – he couldn't run well enough in this body, let alone play soccer against a pro. But he had no choice as prince of Equestria.

"I'm not giving up if that what you are asking." Dusk replied. _Not if I can stop Sundown. Not I can get your support. Not if I can get the crown back to Equestria_

"Hmm…you really are crazy…" Richie stated. "… the most craziest candidate for Fall Formal that I have seen…"

Before Richie finished, Dusk lunged his right foot in order swipe the ball away from Richie. The maneuver seemed to be successful, but Dusk collapsed as result of losing his balance. Richie wasted no time in acquiring the ball, rushing around Dusk, and kicking it into the goal.

Dusk didn't bother to get up, wondering why he even bothered to look to Richie for help. It was a surprise when him came over to lend Dusk a hand.

"Alright – my dance and sports teams will be yours. Anything you need me to do, Dusk?" Richie asked.

"But I lost…" Dusk stated, taking Richie's hand.

"I know – but hey, I never said I wouldn't help if you didn't win." Richie informed.

"Why in tar-nation were we wasting time with this game?" Austin demanded, followed by the rest of Dusk's gang.

"Well, I would only vote for someone in fall formal who is good a sport – someone who never gives up and does the right thing. And now…" Richie threw an arm around Dusk's neck scratching his hair. "This purple-haired egghead sure is that someone!"

Everyone cheered, but their celebration was interrupted by Solaris's voice over the intercom.

*Attention Dusk Shine…please report to the principal's office immediately. I repeat please report to the principal's office.*

Faye glanced at her watch "It's after school hours Wednesday – Solaris never meets with students on these days…"

Still, Dusk followed Principal Solaris's request with an uneasy feeling forming in her stomach.

* * *

><p>As soon Dusk set foot in the principal's office, (which was the only open door in the empty hallway), Solaris's hands had reached out for him and pinned him to a 's mind was racing with confusion, but Solaris's grip was so tight he couldn't speak.<p>

He did notice however that Solaris's eyes were in a misty green form, lacking pupils. He groaned in Zombie-like fashion, his drool spilling onto his red beard.

"I really do hate giving you second chances Dusk…" Sundown hissed, approaching from a dark corner of the room and locking the door to the hallway outside. The Carnelian Key on his chest glowed green, along with his eyes.

"But Faye's efforts to slow me down have backfired. And they will hurt the more either of you try to stop me." Hissed Sundown.

Dusk still couldn't speak, but he glared at Sundown with angered eyes.

"I've got a better idea than having both of us complete in this silly competition, Dusk – why don't we divide the power of the crown and the key among both of us…." Sundown offered. As a result the possessed Solaris released his grip and Dusk fell to the ground coughing.

"You see what I did to Principal Solaris? I'm going to do the same thing to everyone you know and love. I have the key and I already have plenty of the school's support with me."

"No…" Dusk coughed "They will never follow you."

"Then I'm going to _make_ them follow me." Sundown flashed, his eyes glowing greener and more alien. "So I'd advise you and your party to stop hampering my progress. The only reason why I won't kill you is that it won't matter whoever wins fall formal – Equestria and this world are mine to rule. You have two days to go back and warn _Prince_ Solaris…"

Dusk knew that fall formal was two days from now.

"…of my invasion…" Sundown hissed. And then he vanished.

Solaris's had released and collapsed backwards. Dusk fell forwards and held his out as if to touch some portal or to grab Sundown and demand answers.

But there was nothing but air.

Sighing, Dusk dragged the now-released Solaris, who was now snoring happily, back into his chair. Dusk walked through the empty halls, going over and over in his head on why this was happening.

"I just don't get it…why doesn't he just kill me?" Dusk wondered aloud. "I mean….he could just turn us into frogs, or steal the crown…instead Sundown lets me go about my business. Doesn't he even know that I have Richie's support now?"

After Dusk reunited with his gang, they planned to meet at a local café tomorrow. The rest of the afternoon was very uneventful for Dusk, who found it similar to most days in his treehouse library back home….

Back in the library, Dusk and Faye (Who decided to sleep in Library with Dusk again) had kept to themselves rather than discussing anything about Sundown or the crown. Though the only chances Dusk had left at winning the majority of the high school's votes was tomorrow and the morning before Fall Formal.


	10. Planning Ahead, Beforehandhoof

_**Thanks you all for the supportive reviews and follows ;)**_

_**BROHOOF: /)***_

* * *

><p>Waking up early, Faye had cooked some breakfast – two veggie sandwiches – and sat facing Dusk, who looked as if he had trouble sleeping.<p>

"Homesick?" Faye asked.

"More than ever." Dusk replied "I'll be fine though." Dusk told Faye that he would be leaving on the night of fall formal via plane.

"Okay then – what time is your flight?" Faye asked, accidentally taking with her mouth full.

"Midnight." Dusk replied automatically, taking a bite out of his sandwich. However, the pickles started to slide out one by one.

"Where are you going?" Faye wondered.

"…Hawaii…" Dusk stated, having read about a few of the places in this world during his spare time. He took another bite only to have his tomato fly out.

"My bad…" Dusk groaned, "I'm just really exhausted…I mean, I think - No, I _know_ we can win, but Sundown's threats seem…seem to be just annoying me. Not scaring me – they are just annoying me."

Faye nodded "You'd think that with that power from that key around his neck he would just burn everything to ground until he found the crown..."

Before she could answer continue, Faye's phone buzzed

"Come to Jessy's Cafe at 11:30 – I have an … I-de-aaaa? Elliot…" she read aloud.

Dusk never felt so much nostalgia hit him in long time, yet seeing "Jessy's Cafe" made him feel that he was back Canterlot as a regular lavender pony, rather than a pale hairless human. The dinner was in the exact same style as Pony Jessy's doughnut bar, only that it was two stories tall, half as wide, and squished between two apartment buildings.

"You look happy." Barbra commented quietly as they walked in. To Dusk, the dinner was much smaller to navigate through than the one back in Equestria, possibly because humans didn't take up much space.

Elliot and Bobby were sipping two smoothies at a table close to the window. The beckoned the two to come over

"Hey guys…so what's the plan?" Dusk asked, taking a seat next to Elliot.

"To make a plan once the rest of us get here." Bobby explained.

"Well let's start anyway now that Dusk is here." Elliot began, pulling out a bag. He took out a headband that had two ears attached to it and threw it onto Dusk's head immediately.

"What is this? Another crown?" Dusk groaned

"Nope – it's part of a classic uniform…" Elliot explained, then pulling out a stained sweatshirt with a faded out 'C' on it. "Ever heard of the Canterlot wondercolts?"

"Can't say I have." Dusk replied. "Fill me it."

It turned out that earlier in their high school careers, Elliot had designed 'uniforms' for the fans since there wasn't a cheer team present for Richie's game against Appleloosa High School. As popular as the uniforms were during the game, they rapidly declined in fashion and ceased being worn within a month and a half.

"Why bother using something out-of-fashion for our plan?" Faye asked.

"Well, I was against it at first….But Bobby talked me out of it." Elliot stated, turning to Bobby.

"You see…what if Canterlot high had something to remind itself of days before Sundown was a huge bully? That could help us against Sundown."

"But…I haven't even seen him act aggressive to anyone else other than us... doesn't that give Sundown an upper hand?" Dusk brought up.

"No matter what Dusk, A few moments of kindness…" Faye stated as, waiter came over to their table and served them drinks "…does not make up for years of wickedness. It's a good thing you don't have anything to make up."

As Faye still gazed back at him, Dusk tried to come up with an argument yet he had none, other than the time he and friends redeemed Eris, thanks to her friendship with Butterscotch.

"…Maybe if he just had one friend in the world…he wouldn't be such a bad guy…" sighed Dusk.

"Oh, he has definitely _friends_…" Bobby disagreed, looking out the window "…and there are spying on us."

"Holy cow! How did that pink-haired punk see us?!" Gasped Sugar from behind a bush.

"Heck if I know. He always seems so…weird…." Spice noted from the same bush.

The two girls had stalked Dusk and Faye to Jessy's Cafe. They were just about to proceed in when Bobby gave them an imposing look.

"Well now he's too perceptive and I'm betting he's already told his friend we're watching them. Wanna abort?" Spice asked.

"Yeah…let's abort and just tell Sundown they went for a romantic walk." Sugar agreed

"What if that makes him mad?" Spice asked.

"Oh come on – he _would_ get mad but not at us…."

Yet if the two girls had stayed put for a few more minutes, they would have seen the rest of Dusk's gang marching into Jessy's Cafe.

Dusk wasn't surprised to see Ben Scotty, Austin, and Richie already in their Canterlot Wondercolt uniforms. However, they seemed to be in much worse condition. Austin's seemed to smell of sweat, Richie's had dirt and grass smears on it, and Ben's was cut up in several places.

"I thought that at least you'd do better job of maintain your uniform." Elliott scoffed at Ben.

"But a stray kitten needed it more than me." admitted Ben. "She didn't take it kindly however…."

"We should try to clean these up – how many do we have anyway?" Dusk asked.

"Four, as of the moment…" Elliott stated.

"Make that five." Bobby announced, pulling his out from under the table. At first Dusk and Faye thought he tie-dyed poorly it until a powerful scent of fruits and ice cream flavors captivated his attention.

"That just leaves Dusk and me." Faye stated. "Got any extras? Preferably any clean ones?"

"Maybe – I've got….'prototypes' of the uniform back at my boutique." Elliot flipped through the pictures on his phone, and then presented it to Dusk and Faye.

"Well what do you think?" Elliot asked.

"Its…nice…" Dusk began, yet then stopped.

"… it too colorful. And it's way too small. And why are there wings on the back?" Faye asked.

"I just had a hunch." Elliot stated.

"So now that we have the uniforms settled…what's the plan?" Dusk asked.

"We go into the school and dance-off in the cafeteria." Elliot stated "We rally everyone our cause and they will start to rally more people. It will be easy."

"And what if Sundown uses his pow-…"

"His power over the school? Don't worry…we'll, uh, improvise." Faye settled giving a wink to Dusk.

Dusk seemed dumbfounded until he knew what Faye meant – so far no one else knew about Sundown's _magical_powers. Well maybe Richie did, yet he didn't seem to care about bringing it up so far.

Dusk looked around asked "When do we begin?"

Elliot looked at his phone "Well…we could either start tomorrow at lunch. However it's the same night as Fall Formal, so you may not get that many votes. Or…we could improvise and do it right after school..."

"Is there a reason why you wanted me to sit at this table?" Tristan the Trickster asked, pulling out nutty-nut-bars from his hat.

Tenebria, who sat across from Tristan, took one. "Not at all…but just between you me….I'm thinking that working with Sundown is…."

"A bad idea?"

"That, and it's just not worth my time." Tenebria stated. "I prefer to remain in the shadows and watch all that happens – I'd rather not be a part of what happens."

"The great and powerful Tristan wonders what is happening?" Tristan stated nuts and butter decorating his teeth.

"Sundown is turning this small pointless school election into some kind of a war. Today, he encountered a 'protester' who wouldn't let him go first to the vending machine. Then he used that key around his neck to make his eyes all crossed."

"Poor kid. It's a good thing we're not on Sundown's bad side," Said Tristan, as he stuffed his mouth with another nut bar.

"That's just it – want if Sundown is going to stab us in the back as soon as he gets that crown? And just think about this – if we help him get the crown, how things will things change? I'm not saying we should ditch Sundown…I'm saying we should start planning…."

"A counterattack?" Tristan said.

"Yeah…you could put it like that." Teneberia replied "I was gonna suggest finding out what's up with Sundown's new magical powers before he has a chance to use them on us and then making sure he never does get that chance…."

"I thought Sundown always had that chance." Tristan stated.

"Either there is more to him than meets the eye…or he's just trying be all dramatic and showing off more of his new power little by little…"

"Shouldn't we get Sugar and Spice involved?" Tristan wondered.

"Those two girls are too loyal or too stupid in following Sundown. Why bother?"

"Okay…but why pick me? Why share all this with me?" Tristan asked. "And no amount of Nutty nut bars will stop me from asking."

Teneberia smiled. "Let's say…in our 'counter-attack' we manage to throw Sundown out of the spotlight for the rest of the year. If they know that it was 'the great and powerful' you…think of how much fame and praise you'll get. You'll be a hero."

Before Tristan could imagine the wonderful though of being cheered as a hero for the rest of his high school years, he asked "And what about you? I bet you want that key."

Teneberia, stopped smiling, paused, and nodded "Yes – and intend to keep it where it always should have belonged; away from people like Sundown…And if i can I will throw it back where it came from."

"Which reminds me….shouldn't we try to help that Dusk-guy? I mean if we are going against Sundown then - "

Teneberia's pale hand cupped to Tristan's mouth, causing him to blush. She pointed over to a table on the far side of the cafeteria, where Sundown was ordering a young girl to buy him fries, thankfully not noticing Tristan or Teneberia.

"We should find another place to talk." Teneberia urged "I have feeling that this school isn't gonna be safe anymore."

"Was it ever safe since Sundown was around?" Tristan asked..


End file.
